Colony Brands, Inc. Retirement Savings Plan

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1 Colony Brands, Inc. Retirement Savings Plan

2 Table of Contents Introduction... 3 Important Information About the Plan... 4 Joining the Plan... 7 Contributions to the Plan... 8 Managing Your Account Ownership of Your Account (Vesting) Withdrawals Benefits Taxes on Distributions Distribution Claim Procedures Legal Rights Additional Information... 29

3 Introduction The Colony Brands, Inc. Retirement Savings Plan ( Plan ) was established effective as of April 1, 1986 to provide you with greater financial security. The Plan is known as a defined contribution 401(k) plan. It has been established to help you provide for your future financial security through a combination of personal savings, current tax savings and contributions made by your Employer. This Plan offers you an easy way to save for your retirement using pre-tax and after-tax contributions which are directly deducted from your paycheck. The amount you save on a pretax basis, along with the earnings, are not taxed until you withdraw them from the Plan. Roth deferrals and, in most cases, earnings on them, will not be subject to federal income taxes when distributed to you. However, for a distribution of earnings to qualify for federal tax-free treatment, such a distribution must be a qualified distribution from your Roth deferral account. See the question What is a qualified distribution from a Roth deferral account? in the Taxes on Distributions section of this Summary Plan Description ( SPD ). Except as otherwise discussed in this SPD, the same provisions that currently apply to pre-tax salary deferral contributions generally will apply to Roth deferrals. This Summary Plan Description -- or SPD -- will explain how the Plan works. It describes your benefits and rights under the Plan, as it was amended and restated, effective as of July 1, This SPD is only a summary of your benefits and rights under the Plan. It is important that you understand that it cannot cover all of the details of the Plan or how the rules of the Plan apply to every person, in every situation. You can find the specific rules of the Plan in the Plan document, which you may request from your Plan Administrator. Every effort has been made to accurately describe the Plan. If you find a difference between the information in this SPD and the information in the Plan document, your benefits will be determined based on the information found in the Plan document. If in reading this SPD or the Plan document you find you have questions concerning your benefits under the Plan, please contact your Plan Administrator or Diversified Retirement Corporation. 3

4 Important Information About the Plan Plan Name: Plan Sponsor: Colony Brands, Inc. ( Employer ) th Avenue Monroe, WI EIN: Colony Brands, Inc. Retirement Savings Plan Plan Number: 002 Plan Effective Date: Plan Year: Plan Administrator: Plan Trustee: Agent for Service of Legal Process*: The Plan was originally effective as of April 1, This SPD describes the Plan as amended and restated effective as of July 1, January 1st - December 31st Colony Brands, Inc th Avenue Monroe, WI State Street Bank And Trust Company 1 Lincoln Street Boston, MA Colony Brands, Inc th Avenue Monroe, WI *Service of legal process may be made upon the Plan Trustee, if applicable, or the Plan Administrator. Plan Funding: Plan Recordkeeper: All assets of the Plan are held in trust. The trust fund established by the Plan Trustee will be the funding medium used for the accumulation of assets from which benefits will be distributed. Diversified Retirement Corporation ( Diversified ) 440 Mamaroneck Avenue Harrison, NY

5 Participating Employers: Ashro, Inc. 999 Oakmont Plaza Drive Westmont, IL EIN: CB1, Inc th Avenue Monroe, WI EIN: DM Services, Inc South 21st Street Clinton, IA EIN: Green County Foods, Inc th Avenue Monroe, WI EIN: Integrated Marketing Solutions, Inc th Avenue Monroe, WI EIN: Midwest Catalog Brands, LLC th Avenue Monroe, WI SC America, Inc th Avenue Monroe, WI EIN: SC Aviation, Inc th Avenue Monroe, WI EIN: SC Data Center, Inc th Avenue Monroe, WI EIN:

6 SC Global Sourcing, Inc th Avenue Monroe, WI EIN: The Swiss Colony, LLC th Avenue Monroe, WI EIN: Swiss Colony Retail Brands, LLC th Avenue Monroe, WI EIN:

7 Joining the Plan May I join the Plan? Provided you are not an excluded employee, you may join the Plan once you satisfy the Plan's eligibility condition(s) described below. You may not join the Plan if you are an excluded employee. You are an excluded employee if you are an employee covered by a collective bargaining agreement where benefits were the subject of good faith bargaining, a leased employee, a non-resident alien with no U.S. source income, an employee of a controlled or affiliated service group Employer who does not adopt this plan, or an independent contractor What happens if I become an excluded employee? If you become an excluded employee, you will no longer be allowed to make or receive additional contributions under the Plan. You will, however, still have the ability to manage your account and keep certain rights and benefits. When can I become a participant in the Plan? You may become a participant upon your attainment of age 20½ or as soon as administratively feasible thereafter. If you are a temporary part-time or temporary full-time employee, you may enter the Plan on the first day of the quarter coinciding with or next following your attainment of age 20½ and 1,000 hours of service. To complete a year of service, you must have worked 1,000 hours of service during an eligibility period. The first eligibility period is the 12-month period beginning on your date of hire. Subsequent eligibility periods are based on the Plan Year (see "Important Information" for definition of "Plan Year"). Only those hours for which you are paid or for which you are entitled to be paid (for example: vacations, holidays and sick days) can be counted to reach the required 1,000 hours of service. However, if you go on a qualified military service leave, such period of leave will be counted when determining hours of service. If you are a rehired employee, or you are returning from a qualified military service leave, and you were previously a participant in the Plan, you may join the Plan on your rehire date. If you are a rehired employee, and you were not previously a participant in the Plan, your Plan Administrator will determine the date you may enter the Plan. 7

8 How do I become a participant in the Plan? When you are eligible to participate in the Plan, your Plan Administrator will provide you with enrollment material. This material will explain the enrollment procedures. You may join the Plan by visiting Diversified Direct Online at or by calling Diversified Direct at If you do not join the Plan when you first become eligible, you may join on any business day thereafter, or as soon as administratively feasible. If I am married, may I designate someone other than my spouse as the beneficiary of my account? Yes, but you must first submit the written consent of your spouse witnessed by either a notary public or Plan representative. Contributions to the Plan What are the tax advantages of being in the Plan? Saving through the Plan on a pre-tax salary deferral basis provides you with tax advantages. You pay no current income taxes on contributions and on the earnings in your account while the money is in the Plan. Money in the Plan is not subject to federal taxation until it is actually distributed to you. NOTE: In addition, you will not pay income taxes on any Roth deferrals you withdraw from the Plan since these contributions were taxed before being contributed to the Plan. The earnings in your Roth deferral account may qualify for federal tax-free treatment if such a distribution is a qualified distribution from your Roth deferral account. See the question What is a qualified distribution from a Roth deferral account? in the Taxes on Distributions section of this SPD. May I elect to make contributions to the Plan? Yes, you may contribute to the Plan and designate your contributions as pre-tax salary deferral contributions, Roth deferral contributions, or a combination of both. Salary deferral contributions that are pre-tax contributions. You may elect to have your salary deferral contributions go directly into the Plan instead of your paycheck. Since these contributions do not show up as income on your W-2 form, the amount you contribute will not be subject to federal or, in most cases, state income taxes, until paid to you. However, you do pay Social Security (FICA) and certain other employment taxes on your contributions. 8

9 For example: If your salary is $20,000 per year and you elect to make contributions to the Plan totaling $1,000 during the Plan Year, you only pay income taxes on $19,000. Roth deferral contributions: You may irrevocably designate all or any part of your salary deferral contributions to the Plan as Roth deferrals. Roth deferrals are similar to the pre-tax salary deferral contributions that are contributed on behalf of a participant to the Plan; however, Roth deferrals are after-tax deferrals that (1) you designate irrevocably as Roth deferrals at the time they are deferred, (2) your Employer treats as includible in your income at the time you would have received the amount in cash (had you not made the deferral election), and (3) are accounted for separately from all other amounts under the Plan. If you elect to make Roth deferrals, the deferrals will be made with money that you have already paid federal income taxes on (and, in some cases, state and local income taxes). Roth deferrals and, in most cases, earnings on them, will not be subject to federal income taxes when distributed to you. However, for a distribution of earnings to qualify for federal tax-free treatment, such a distribution must be a qualified distribution from your Roth deferral account. See the question What is a qualified distribution from a Roth deferral account? in the Taxes on Distributions section of this SPD. For example: If your salary is $20,000 per year and you elect to make Roth deferrals to the Plan totaling $1,000 during the year, you will pay income taxes on $20,000. The decision whether to take advantage of the Roth deferral option is complicated and you should consider your financial and tax situation. Before electing how you would like to allocate your salary deferrals between pre-tax salary deferral contributions and Roth deferrals, we recommend that you consult with your tax or legal advisor. How much of my salary may I contribute to the Plan? You may contribute between 1% and 85% of your salary, subject to the maximum amount permitted by law (see the question Are there any other limits to the amount of salary deferral contributions that I can make? for the applicable limit). To do this, you must elect to have a portion of your salary contributed to the Plan through payroll withholding. To make your salary deferral election, please visit Diversified Direct Online at or call Diversified Direct at Your salary deferral election will become effective no later than 30 days after you have completed the election and will remain in effect until you amend it. In addition, Diversified s SaveXpress allows you to have your retirement savings contribution rate increased automatically each year by a set amount, at any point in the year you choose. To make your SaveXpress election, visit Diversified Direct Online at Once elected, your contribution rate will be automatically increased each year by the amount you select, subject to the contribution limits above. You may turn SaveXpress off at any time. 9

10 Are there any other limits to the amount of salary deferral contributions that I can make? The total dollar amount that you can contribute as salary deferral contributions to 401(k) plans is limited by law. Your total salary deferral contributions to all 401(k) plans (and 403(b) accounts) during a calendar year generally cannot exceed this maximum dollar amount. For the 2012 calendar year, your salary deferral contributions cannot exceed $17,000 ($17,500 for the 2013 calendar year). After calendar year 2013, the salary deferral limit may increase for cost-of-living increases. If you only participate in this Plan during the year, your Employer automatically limits your salary deferral contributions to the maximum dollar limit. However, if you participated in another employer s 401(k) plan (or 403(b) account) as well as this Plan during the year, your total salary deferral contributions to both plans together may not exceed the maximum dollar limit. Adverse tax consequences may apply if your total salary deferral contributions to all 401(k) plans (and 403(b) accounts) exceed the maximum annual dollar limit. If you participated in more than one 401(k) plan (or 403(b) account) during a year, and you contributed more than the maximum dollar limit during such year, you may request that any excess salary deferral contributions made to this Plan, with earnings, be distributed to you by April 15th of the following year. Your request should be made no later than March 1st of the following year. If you think this limitation may apply to you, contact your Plan Administrator. The maximum amount that certain highly compensated employees can contribute in a Plan Year may be further limited in order for the Plan to comply with IRS nondiscrimination rules (For the definition of highly compensated employee, see Who is a highly compensated employee? at the end of this section). You may be allowed to make additional catch-up salary deferral contributions beginning in the calendar year in which you become age 50, or in any calendar year after 2001 if you are already age 50 or older. For the 2012 and 2013 calendar years, your catch-up contributions cannot exceed $5,500. After calendar year 2013, the catch-up contribution limit may increase for cost-of-living increases. You may make such catch-up contributions, if you have already contributed salary deferral contributions up to the maximum limit permitted by law, or you have reached other plan or IRS limits for that year. To make catch-up salary deferral contributions, you must elect to have a portion of your salary contributed to the Plan through payroll withholding. Please visit Diversified Direct Online at or call Diversified Direct at in order to make your initial catch-up salary deferral contribution election. Unless you amend it, the election will remain in effect for each succeeding year. Is there a limit on how much of my salary I can contribute as a Roth deferral? Yes. The total of your combined pre-tax salary deferral contributions and Roth deferrals may not exceed the maximum dollar limitation allowable under the law. In 2012 the maximum dollar limitation is $17,000 ($17,500 for the 2013 calendar year). If you are age 50 or older at any time during 2012, your 2012 limit is increased to $22,500 ($23,000 for the 2013 calendar year). 10

11 How often may I change the percentage of my salary deferral contributions and catch-up contributions? You may change the percentage of your pre-tax or Roth salary deferral contributions, as well as catch-up contributions, at any time by visiting Diversified Direct Online at or by calling Diversified Direct at Changes will be effective as of the next payroll period or as soon as administratively possible thereafter. May I stop making salary deferral contributions and catch-up contributions to the Plan? Yes, you may stop making pre-tax or Roth salary deferral contributions, as well as catch-up contributions, at any time by visiting Diversified Direct Online at or by calling Diversified Direct at Your change will be effective as of the next payroll period or as soon as administratively possible thereafter. If you decide to start making salary deferral contributions and/or catch-up contributions again at a later date, you may begin making them by visiting Diversified Direct Online or by calling Diversified Direct. Contributions will be deducted as of the next payroll period or as soon as administratively possible thereafter. Does my Employer make contributions to the Plan? Your Employer may make contributions to the Plan as follows: Safe Harbor Matching Contributions. Your Employer will make a matching contribution each payroll period equal to 100% of the first 3% of your pre-tax or Roth salary deferral contributions, plus 50% of the next 2% of your pre-tax or Roth salary deferral contributions up to a maximum of 4% of your salary. Your Employer will match your catch-up salary deferral contributions under the same formula as your salary deferral contributions. If you are a highly compensated employee and have excess contributions that are recharacterized as catch-up salary deferral contributions as a result of a failed nondiscrimination test, any related matching contributions may remain in the Plan. Matching Contributions. Your Employer may make a matching contribution on a payroll basis for all participants who elect to make pre-tax or Roth salary deferral contributions to the Plan. The amount of the matching contribution, if any, will be determined each Plan Year and announced to all participants. Your Employer will only match catch-up contributions if you were unable to receive the maximum matching contribution under the Plan formula because of a Plan or IRS limit on salary deferral contributions or because of a failed actual deferral percentage ("ADP") test. 11

12 Are Roth deferrals eligible for an Employer matching contribution? Yes. Roth deferrals are eligible for an Employer matching contribution in the same manner as pre-tax salary deferral contributions, but they do not increase the amount or rate of the maximum Employer matching contribution that can be made to the Plan. What happens if I go on a qualified military service leave? Generally, when you go on a qualified military service leave, you are no longer able to make pre-tax or Roth salary deferral contributions or catch-up contributions until you return to work. However, when you return to work, you will be given an opportunity to make up the contributions that you could have made while you were on such leave. You will have a period of three times the period of military service to make up these contributions, not to exceed five years. When you return from a qualified military service leave, your Employer is required to restore your account with any contributions that would have been made on your behalf, had you not been absent due to the leave. If you make the missed contributions you were not able to make due to your qualified military service leave, you will also be entitled to receive any applicable matching contributions. Your Employer will make the applicable matching contributions within a reasonable period after you make up any missed contributions. When determining the contributions to be restored to your account, your Employer will use the salary you would have received during the period of your leave, based on your rate of pay, or if not reasonably certain, your average salary during the 12-month period preceding your leave. May I make a rollover contribution to the Plan? Yes, unless you are an excluded employee. If you were a participant in another plan (for example, a qualified plan, governmental 457(b) plan or 403(b) account from a previous employer), you may elect that a direct rollover or a participant rollover contribution be made into this Plan from the other plan. You generally have 60 days from the date of a distribution to contribute that amount to this Plan as a participant rollover contribution. If you elect a direct rollover, that amount will be contributed directly to this Plan, provided the direct rollover is from a qualified Roth contribution program, or a 403(b) account or another qualified plan. You may also roll over amounts that were previously contributed to a traditional Individual Retirement Account ("IRA"). To make a rollover contribution, you must provide Diversified with a certification from your former employer, plan administrator or IRA provider stating that the distribution you received from their plan or traditional IRA qualifies as a rollover contribution. Please call Diversified Direct at if you want to make a rollover contribution. 12

13 May I make a rollover contribution prior to meeting the Plan's eligibility requirements? Yes, as long as you are not an excluded employee. What does it mean for a plan to become top heavy? A plan is considered "top heavy" when more than 60% of the plan's assets have been allocated to key employees (e.g., certain owners, officers and other employees of the company as of a specific date). Your Plan Administrator will notify you if the Plan becomes top heavy. NOTE: This contribution will be made to the Colony Brands, Inc. Pension Plan. What is the most that may be contributed to the Plan on my behalf? The Internal Revenue Service (IRS) places a maximum limit on the amount of money (the "Annual Contributions") that may be contributed to your account each Plan Year. For your Plan, this limit applies to: your own contributions to the Plan (excluding catch-up contributions). your Employer's contributions to the Plan. For the 2012 Plan Year, the maximum Annual Contributions to your account cannot exceed the lesser of $51,000 ($50,000 for the 2013 Plan Year) or 100% of your total salary. Total salary for this purpose includes any salary deferral contributions to 401(k) plans, Section 125 cafeteria plans, Section 132(f)(4) plans, governmental 457(b) plans, 403(b) accounts, simplified employee pension plans or simple retirement accounts. NOTE: In general, for purposes of applying these limits (which may be adjusted in future years), contributions to all qualified defined contribution plans maintained by your Employer are counted. There is also a separate limit on annual benefits if you are a participant in a define benefit plan. If you are a "highly compensated employee", the IRS also places an annual limit on the amount of salary deferral contributions, Roth deferrals and matching contributions which may be made to your account. Contributions may be limited to an amount that enables the Plan to meet certain nondiscrimination tests. In addition, in order to pass these tests (known as the ADP and ACP tests), your Employer may return or forfeit excess contributions to highly compensated employees. As an alternative your Employer may choose to make a 100% vested contribution to any or all of the members of the non-highly compensated group who have met the eligibility requirements for your Plan. Your Employer will notify you if your contributions exceed these limits and if they will need to be adjusted or refunded. 13

14 Who is a highly compensated employee? A highly compensated employee is one who: owns more than 5% of the Employer's company in the current or prior year; or receives salary from the Employer of over $115,000 (2012 and 2013 Plan Year limit) in the prior year. NOTE: The IRS may adjust the salary limit stated above in future years based on the costof-living index. Is my total salary used to calculate contributions? For the 2012 Plan Year, the IRS allows salary up to $255,000 ($255,000 for the 2013 Plan Year) to be used when calculating contributions. This limit may be adjusted in future years based on the cost-of-living index. Your salary used to calculate contributions will be your total salary (up to the maximum salary as described above) actually paid during the Plan Year, excluding bonuses, and salary continuation payments received while the Employee is engaged in qualified military service, and generally including any salary deferral contributions made to any salary deferral plan(s) of the Employer (e.g., to this 401(k) Plan or a Section 125 cafeteria plan). The amount of your salary used to calculate any minimum contributions or maximum contribution amounts that may be contributed on your behalf is your total annual salary (again, up to the maximum salary as described above). For your first year of participation in the Plan, your salary will be recognized as of the date you enter the Plan. What happens if I defer too much money or the Plan must return a portion of my Roth deferrals because of certain testing rules? If you are required to receive money back from the Plan because you either deferred too much (see the question "Is there a limit on how much of my salary I can contribute as a Roth deferral?), or because the Plan failed the special testing rules that apply to pretax salary deferral contributions and Roth deferrals, you will receive a return of excess contributions first from your pre-tax salary deferral contributions and then from Roth deferrals. If Roth deferrals are returned to you, they will not be included in your income if they are timely distributed. However, any earnings on returned Roth deferrals will be included in your income in the year that the deferrals are distributed to you. 14

15 Managing Your Account Who decides how the money in my account is invested? You do. When you become eligible to participate in the Plan you may select from a variety of professionally managed investment funds. You will receive enrollment material that will include the following information for each fund: a description of the investment objectives; the risk and return characteristics; the type and diversification of the assets; and the investment manager. To help you make your selection, investment education material will be made available to you through your Plan Administrator. You may also visit Diversified Direct Online at for more information. Diversified Direct at is also available to provide investment information to help you make investment decisions. Diversified is equipped to handle your calls and questions in over 140 languages through Language Line service. It also provides services for those who are hearing-impaired. All calls are recorded for your protection. Once you decide how you would like your contributions invested, you will need to call Diversified Direct at Please note that your choices must be in whole percentages. NOTE: If you have not made your investment elections, all contributions made on your behalf will be invested in PortfolioXpress. This is known as the "Default Alternative." Your Employer has chosen to qualify the Default Alternative as a Qualified Default Investment Alternative ("QDIA") established in accordance with the legal requirements under section 404(c)(5) of ERISA and regulations there under. This means that the plan fiduciary would not be liable for any investment losses that result, notwithstanding that you did not affirmatively elect to invest in the Default Alternative. This relief from liability applies whether or not the Plan is intended to be an ERISA 404(c) plan. You have the right to direct any assets invested in the service to other investment option available under the Plan, without financial penalty. PortfolioXpress is a non-discretionary asset allocation service which creates a customized asset allocation for you using the investment funds offered under the Plan based on your years until retirement. Your assets are gradually shifted through model portfolios which become more conservative as you move closer to your retirement. The portfolios are automatically rebalanced each quarter. Your Plan is intended to be a 404(c) plan as described in Section 404(c) of the Employee Retirement Income Security Act of 1974 ( ERISA ). This provision provides special rules for plans that permit participants to have control over their accounts (like yours). Because you 15

16 choose your own investments, you are responsible for any investment gains or losses that result from your investment decisions. The Plan's fiduciaries (the Plan Administrator, etc.) are not liable if the value of your account declines because of investment losses based on your investment decisions. Is there any other information available? Certain additional information is available to you directly from your Plan Administrator upon request. The information for each investment fund includes: a description of the annual operating expenses; the most recent copies of financial statements, prospectuses (if applicable), reports and other information; a listing of assets comprising the portfolio of each designated investment fund holding plan assets, its value, and information related to fixed-rate investment contracts (rate of return and maturity date); and a performance history and information regarding the value of shares or units in the investment fund and in your account. There are no investment fund transaction fees or expenses (e.g., commissions, front-end or back-end loads) associated with the investments which will affect your account. Prior to making any investment, you should obtain and read all available information concerning that particular investment, including financial statements, prospectuses (if applicable), reports or other offering documents where available. How do I change the way my future contributions will be invested? You may change the way your contributions are invested by visiting Diversified Direct Online at or by calling Diversified Direct at Changes received by Diversified before 4:00 p.m. Eastern Time will be effective the same day. You may change the way your contributions are invested at any time. Please note that your choices must be in whole percentages. Confirmation of any changes you make will be sent to you within five business days. May I transfer money among the different investment funds? Yes, you may transfer money among the various investment funds by visiting Diversified Direct Online at or by calling Diversified Direct at Transfers received before 4:00 p.m. Eastern Time will be processed the same day. You may transfer money among the various investment funds at any time. Confirmation of your transfer will be sent to you within five business days. NOTE: Some investment funds may impose trading restrictions and/or redemption fees as a result of frequent trading activity. If a prospectus is issued for any investment fund in which 16

17 you invest, please read it carefully to determine if the fund imposes any trading restrictions or redemption fees. Ownership of Your Account (Vesting) What does vesting mean? Vesting means ownership of your account. The portion of your account that is yours is called your vested account. How do I know which portion of my account is vested? You are always 100% vested in (i.e., have full ownership of) the following portions of your account: salary deferral contributions; Roth deferral contributions; catch-up contributions; safe harbor contributions; rollover contributions; and any earnings on the above contributions. Your employer has elected to make safe harbor matching contributions to the plan based on your salary deferrals. You are always 100% vested (i.e. have full ownership) of these safe harbor matching contributions. The safe harbor matching contributions started on January 1, Your current non-safe harbor matching contributions, future non-safe harbor matching contributions and minimum contributions, if any, become "vested" based on your number of years of service with your Employer. The schedule below shows how your vested percentage is determined: Completed Years of Service Vested Percentage Less Than 2 0 % Vested 2 20 % Vested 3 50 % Vested 4 75 % Vested 5 or more 100 % Vested Your vested percentage is directly tied to your years of service. You will be credited with a year of service if you complete 1,000 hours during a consecutive 12-month period ending on each December 31. If you go on a qualified military service leave, for purposes of determining years of service, such period of leave will be counted upon your return to employment. 17

18 In addition, you will be 100% vested in matching contributions and minimum contributions, if any, and the earnings on such contributions if, while employed by your Employer, you attain the Plan's normal retirement age of 65; you become permanently disabled; or you die. You will be considered disabled if you furnish proof of the existence of a disability in the form and manner consistent with the requirements of your Employer's Disability Insurance to receive benefits. In other words, if you are not able to work in any substantially gainful activity because of any physical or mental impairment(s) that can be shown medically and those impairments are expected to result in death or to last for a continuous period of more than 12 months, you may be considered disabled under your Employer's Disability Insurance. If I terminate service with my Employer, will I receive the total value of my account? The answer to this question depends on why and when you terminate service. If you terminate employment under any of the circumstances listed above or you have 5 or more years of service, you will receive the total value of your account. Is my vesting affected if I become an excluded employee? No. While you cannot participate in the Plan if you become an excluded employee, your vesting will not be affected. You will continue to be credited with years of service. The vested percentage of your matching contributions and minimum contributions, if any, will increase as long as you continue working for your Employer. When I terminate employment, what will happen to the portion of my account that is not vested? The portion of your account that is not yet vested will be considered a "forfeiture". You will not be entitled to any portion of your account that is not vested when you terminate employment. Forfeitures will be used in the following sequence: 1) Restore participants accounts 2) Reduce Employer contributions 3) Offset Plan expenses What happens to my prior years of service if I am later reemployed with my Employer? If you are reemployed, you will receive credit for all prior years of service. 18

19 What happens to my forfeited money if I am later reemployed with my Employer? If you return to work for the Employer before five consecutive one-year Breaks in Service, you may restore the forfeited portion of your account by repaying any payment you received at termination. Your account will automatically be restored if you did not receive a distribution and you are reemployed by your Employer. A one-year Break in Service occurs when you do not complete more than 500 hours of service with your Employer during the applicable 12-month computation period. Please see your Plan Administrator for further details, including the deadline by which you would need to repay any payment you received. What if a Qualified Domestic Relations Order ("QDRO") is issued against my account? Generally, your vested account may not be sold, used as collateral for a loan outside the Plan, given away, or otherwise transferred. In addition, with certain limited exceptions (e.g., an IRS levy), your creditors may not interfere with your account in any way. An exception to this general rule, however, is a QDRO. A QDRO is a decree or order issued by a court that makes you pay child support or alimony, or otherwise allocates a portion of your account to your spouse, former spouse, child or other dependent. If a QDRO is received by Diversified, all or a portion of your benefits may be used to satisfy such order. Diversified will determine if the decree or order issued by the court meets the requirements of a QDRO. Participants and beneficiaries can obtain a description of the procedures for QDRO determinations at no charge from Diversified, and should do so before having their legal counsel draft any domestic relations order. Withdrawals May I make a withdrawal while I am employed? Yes, you may make a withdrawal as follows: Contributions available for withdrawal at any time You may withdraw all or a portion of your account balance at any time from your rollover contributions. NOTE: If you are under age 59 1/2 when you make your withdrawal, a 10% penalty tax in addition to income taxes may apply. The plan allows for penalty-free withdrawals for military reservists called into active duty who receive a qualified reservist distribution. 19

20 Age 59 1/2 or Older When you reach age 59 1/2, you may withdraw all or a portion of your vested account balance from the following sources: salary deferral contributions; Roth deferral contributions; and catch-up contributions. NOTE: The conditions for the withdrawal of Roth deferrals while you are still employed are the same as those that apply to in-service withdrawals of pre-tax salary deferral contributions. Hardship Your Plan allows you to make hardship withdrawals. A "hardship withdrawal" is a withdrawal made for an "immediate and heavy financial need," such as: unreimbursed medical expenses for you, a dependent, a properly designated primary beneficiary of your account under the Plan or a non-custodial child; purchase of your principal residence, excluding mortgage payments. Funds cannot be withdrawn to purchase a vacation home; post-secondary education (e.g., college), tuition and related educational fees and room and board expenses for the next 12 months for you, your spouse, your child, a properly designated primary beneficiary of your account under the Plan or your dependent; amounts necessary to prevent foreclosure or eviction from your principal residence (e.g., unpaid rent or mortgage payments); unreimbursed burial or funeral expenses for your deceased parent, spouse, child, a properly designated primary beneficiary of your account under the Plan or dependent; unreimbursed expenses for the repair of damage to your principal residence that qualifies for the casualty loss deduction under Code Section 165 (without regard to whether the loss exceeds 10% of adjusted gross income); or amounts for other expenses which the IRS may later define as a hardship withdrawal. The amount of the hardship withdrawal cannot exceed the exact amount needed to cover your financial need, plus any income taxes or penalties reasonably anticipated to result from the hardship withdrawal. In addition, in order to receive approval for a hardship withdrawal, it must be determined by Diversified that your need for the withdrawal cannot reasonably be relieved by: stopping of salary deferral contributions under the Plan; or other distributions from plans maintained by the Employer or any other employer. 20

21 Diversified will determine whether you qualify for a hardship withdrawal using uniform and nondiscriminatory standards. If Diversified determines that you qualify for a hardship withdrawal, you may withdraw the following contributions and earnings: salary deferral contributions (and any earnings credited as of December 31, 1988 (or, if later, the end of the last Plan Year ending before July 1, 1989)); and Roth deferral contributions. Are there any restrictions relating to hardship withdrawals? Yes. If you take a hardship withdrawal, you may not make any pre-tax or Roth salary deferral contributions for 6 months from the date of your hardship withdrawal. How do I apply for a withdrawal? You can apply for a withdrawal by calling Diversified Direct at and requesting a withdrawal form. Diversified will process your withdrawal request within five business days (or as soon as administratively possible) after it receives your properly completed request. If I make a withdrawal, may I repay it? No, amounts withdrawn from the Plan may not be repaid. What are the tax effects of making a withdrawal? If you make a withdrawal from the Plan, you generally will have to pay income taxes on the money you withdraw. Unless you are withdrawing money to make a direct rollover contribution to another qualified plan, governmental 457(b) plan, 403(b) account, or traditional IRA, your withdrawal is generally subject to the mandatory 20% federal income tax withholding. Since hardship withdrawals are not eligible to be rolled over to another plan, they are subject to optional 10% federal income tax withholding. Also, if you are under age 59 1/2 when you make your withdrawal, an additional 10% penalty tax may apply (unless you are a military reservist called into active duty and you receive a qualified reservist distribution). NOTE: You will not pay income tax on any Roth Deferrals contributions you withdraw from the Plan since these contributions were taxed before being contributed to the Plan. However, the earnings in your Roth deferral account may qualify for federal tax-free treatment if such a distribution is a "qualified distribution" from your Roth deferral account. See the question "What is a 'qualified distribution' from a Roth deferral account?" in the "Taxes on Distributions" section of this SPD. 21

22 Benefits When may I retire under the Plan? Your normal retirement date is your 65th birthday. If you had an account balance prior to July 1, 2012, your normal retirement date for those contributions will continue to be age 60 or your completion of 5 years of vesting service. When will I begin to receive benefits from the Plan? If you terminate service, you have the option to receive the total vested value of your account at any time. The Plan is required by law to distribute your benefits no later than April 1st of the calendar year following the year in which you reach age 70 1/2. However, if you are still working for your Employer at the time you reach age 70 1/2 (and you are not a 5% owner of your Employer), you may: delay payment of your benefits until April 1st of the calendar year following the year you retire; or delay the rest of your benefit payments until April 1st of the calendar year following the year you retire, if you had already begun to receive payment of your benefits. If I terminate employment with my Employer for any reason, do I need to take my money immediately? It depends. If your vested account balance is over $5,000, you may leave your money in the Plan, unless otherwise required by the Plan's minimum distribution requirements. A special rule applies (known as a "mandatory distribution") if your vested account balance is over $1,000 but not more than $5,000, and you have not attained the later of age 62 or the normal retirement age under the Plan. In such case, if you do not make a timely distribution or direct rollover election, your entire vested account balance, including any prior rollover contributions, will automatically be rolled over to a traditional IRA serviced by Diversified. (In computing your vested account balance for purposes of any automatic rollover to an IRA, any loan default amount is not included.) If your vested account balance is $1,000 or less, and you do not make a timely distribution or direct rollover election, your vested account balance will be paid directly to you by check as a mandatory distribution (subject to required 20% federal withholding and any applicable state withholding). The IRA will be invested in the Money Market Fund of the Transamerica Partners Funds Group. This Fund has been designated to preserve principal and provide a reasonable rate of return and liquidity. You may thereafter elect to transfer your monies from such IRA by 22

23 completion of the appropriate form(s) provided by Diversified. There are no administrative fees or sales charges associated with this account. For additional information, please visit Diversified Direct Online at or call Diversified Direct at How will my account be paid to me? Your account will be paid to you in one lump sum payment. May I elect a different payment option? Yes, other payment options are available. If your vested account balance is over $5,000, the other payment options available to you are: Installment Payments You may also elect to receive payments on a monthly, quarterly, semi-annual (twice a year) or annual basis. If you die before receiving all of the payments, the balance in your account will be paid to your beneficiary in one lump sum payment. Your beneficiary may elect another form of benefit. Partial Cash Payments You may elect to receive partial cash payments. This means that you may receive part of your account balance while leaving the remainder of your account in the Plan. You may receive partial cash payments from your account at any time, and as often as you like. If you die before receiving all of your account, the balance in your account will be paid to your beneficiary in one lump sum payment. What happens if I become disabled? If you become disabled, you will be fully vested in your account. Your disability retirement date will be the first day of the month following the date that you become disabled. Your account will be paid to you in one lump sum payment. You may, however, choose any other payment option listed above. Does the Plan provide for death benefits? Yes. If you die before your benefits begin under the Plan, your account will be paid to your beneficiary. Your beneficiary may choose any payment option listed above. Who will be the beneficiary of my death benefits? If you are married, you may not designate a beneficiary other than your spouse without your spouse's written consent. 23

24 You have the right to designate your beneficiary or beneficiaries at any time. If you fail to designate a beneficiary, if your beneficiary designation is not valid or if your beneficiary fails to survive you, then your benefits will be paid in the following order to: (1) your spouse; (2) your descendents; (3) your surviving parents in equal shares; and (4) your estate. You can designate your beneficiary by completing a beneficiary form that is in your enrollment materials. IMPORTANT NOTE: If you have designated your spouse as your beneficiary and you then get legally divorced, your designation of your spouse will be considered not valid unless you complete a new beneficiary form after the divorce redesignating your former spouse as beneficiary. Taxes on Distributions What are the tax effects of taking my taxable money? If you withdraw money from the Plan and you do not directly roll it over into another qualified plan, governmental 457(b) plan, 403(b) account or eligible IRA, you generally will have to pay income taxes on the money. The amount you withdraw is generally subject to a mandatory 20% federal income tax. NOTE: Since hardship withdrawals are not eligible to be rolled over to another plan, they are subject to an optional 10% federal income tax withholding. In addition, if you are under age 59 1/2 when you make the withdrawal, an additional 10% IRS penalty tax may apply (unless you are a military reservist called into active duty and you receive a qualified reservist distribution). NOTE: You will not pay income taxes on any Roth deferrals contributions you withdraw from the Plan since these contributions were taxed before being contributed to the Plan. However, the earnings in your Roth deferral account may qualify for federal tax-free treatment if such a distribution is a "qualified distribution" from your Roth deferral account. See the question "What is a 'qualified distribution' from a Roth deferral account?" in the "Taxes on Distributions" section of this SPD. Is there a way to reduce or defer the taxes due on the taxable portion of my distribution? Yes, there are ways to either reduce or defer the income taxes due on your distribution. For example: (1) If you receive a taxable distribution from the Plan, you generally have 60 days from the date of the distribution to roll over all or a portion of that amount to an eligible IRA, another employer's qualified plan, a governmental 457(b) plan or to a 403(b) account. If you roll over your account in any of these ways, you will not pay taxes on the money. You will 24

25 however, have to pay taxes when you begin to withdraw money from a traditional IRA or new employer's plan. Under certain circumstances, all or a portion of your distribution may not qualify as a rollover contribution to a traditional IRA or another employer s qualified plan, governmental 457(b) plan or 403(b) account. In addition, most distributions will be subject to a mandatory 20% federal income tax. This tax will reduce the actual amount you receive in your distribution. For this reason, if you wish to roll over all or a portion of your distribution, you may want to take advantage of the direct rollover option described in (2) below. (2) If you roll over your distribution directly to an eligible IRA or another employer's qualified plan, governmental 457(b) plan or 403(b) account, no taxes will be taken out. Taxes will be payable, however, when you begin to receive payments. Like the rollover (described in (1) above), all or a portion of your distribution may not qualify for a direct rollover to an eligible IRA, other qualified plan, governmental 457(b) plan, or 403(b) account. (3) If you qualify, you may also elect favorable income tax treatment, such as "10-year forward averaging" or "capital gains" method of taxation. You will receive additional information regarding the special tax rules, rollover distributions and direct rollovers when you request a distribution. Are there any special rules regarding direct rollovers of Roth deferrals? Yes, there are some special rules that apply to direct rollovers of Roth deferrals. A direct rollover of a distribution from a Roth deferral account under this Plan can only be made to a Roth deferral account under another plan that accepts rollovers from a Roth deferral account or to a Roth IRA. The Plan does not provide for a direct rollover (including any automatic rollover) of distributions from your Roth deferral account if the amount of those distributions that are "eligible rollover distributions" is less than $200 during a year. Additionally, any distribution from your Roth deferral account will not be taken into consideration when determining whether distributions from your other accounts are reasonably expected to total less than $200 during a year. However, eligible rollover distributions from your Roth deferral account are taken into consideration when determining whether the total amount of your account balances under the Plan exceed $5,000 for purposes of mandatory distributions from the Plan and the treatment of those distributions (see the "Benefits" section of this SPD for the full explanation of "eligible rollover distributions" and for information regarding mandatory distributions and the automatic rollover provisions of this Plan). If you were a participant in another Roth plan and you receive a distribution from that plan which includes monies in a Roth deferral account, you may be able to roll over those amounts to this Plan through a direct rollover (see the section "Contribution to the Plan" 25

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